Step-by-step conveyancing and procedure stages

Scope and feasibility review

We start with what you want to achieve: raise capital, launch a fund, or invest. We tell you which regime under Law No. 6362 applies and whether your plan is workable as described, before you spend on it.

Choose the structure

We compare the realistic options for your goal, such as a securities offering, a REIF, a venture capital fund, or a REIC, weighing investor base, tax, governance and exit, and recommend one.

Prepare instructions remotely

We set up a properly scoped power of attorney, tell you exactly which documents to apostille and translate, and complete KYC, so you can act from abroad without travelling.

Draft the documents

We prepare what the chosen route needs: fund rules, the prospectus or issuance document, subscription and shareholders' agreements, and the corporate governance set-up.

File and manage the SPK review

We submit the file to the SPK, handle the Board's questions and amendment rounds, and keep the timetable moving toward approval or authorisation.

Close and launch

We complete the offering, register and admit instruments to trading where relevant, or launch the fund with its portfolio manager and custodian in place.

Ongoing compliance support

After launch we support continuing disclosure, governance, valuation and SPK reporting, and confirm each year's current thresholds so nothing is missed.

Critical statutory deadlines and calendar windows

Timing to keep in view

7 business daysWhere a prospectus is amended or new items are added during SPK review, the changed or added items are reported as being approved within a short statutory window, commonly described as within seven business days of notification of the change (izahname regime, Capital Markets Law No. 6362).

What to get ready before anything is filed

Most of the delays we are asked to fix come from an incomplete file rather than a legal obstacle. Before an SPK file can move, it helps to have the following in hand.

A short written description of what you want to raise, launch or invest in, and who your investor base is, so the applicable regime under Law No. 6362 can be identified.
A decision, taken with advice, between a securities offering, a REIF, a venture capital fund and a REIC, weighing investor base, tax, governance and exit before anything is filed.
Confirmation that the Turkish entity you need already exists, whether that is the issuer or the company that will act as fund manager or sponsor, so the file is not held up waiting for a vehicle.
A properly scoped power of attorney (vekaletname), apostilled in your country and translated into Turkish, so filings and dealings with the portfolio manager and custodian can be handled without you travelling.
The foreign corporate documents, board resolutions and certificates of good standing, apostilled under the Hague Convention (or consular legalisation where the apostille does not apply), plus sworn Turkish translation.
A check of each prospective investor's qualified-investor status against the rule in force at the time of your offering, rather than a figure read earlier.
Confirmation of the current annual SPK bulletin threshold that applies to your specific filing at the time you file, with no marketing of the offering until the file has been cleared.

Governing statutory provisions under Turkish law

6362~~LAW NO.~~

Capital Markets Law (Sermaye Piyasasi Kanunu)

The framework statute covering capital-market instruments, public companies, collective investment schemes and market institutions, administered and enforced by the Capital Markets Board (SPK); it also carries the prospectus (izahname) regime.

III-52.3

SPK Communique on Principles Regarding Real Estate Investment Funds (Gayrimenkul Yatirim Fonlarina Iliskin Esaslar Tebligi)

Regulates REIFs as asset pools without legal personality, run by an SPK-licensed portfolio management company with assets held by a separate custodian and participation shares sold to qualified investors.

III-52.4

SPK Communique on Principles Regarding Venture Capital Investment Funds (Girisim Sermayesi Yatirim Fonlarina Iliskin Esaslar Tebligi)

Regulates REVCFs, the route for investing in Turkish private companies and startups, on the same manager-plus-custodian model with investment limits tailored to venture and growth-stage exposure.

Capital Markets & Investment Funds: SPK Approval Stages, IPO & Fund Formation